REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. ARRANGEMENT AGREEMENT BETWEEN BAUSCH HEALTH...

Exhibit 99.1

REDACTED

Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.

ARRANGEMENT AGREEMENT

BETWEEN

BAUSCH HEALTH COMPANIES INC.

- AND -

BAUSCH + LOMB CORPORATION

- AND -

1261229 B.C. LTD.

- AND -

12279967 CANADA LTD.

- AND -

12283778 CANADA LTD.

Made as of April 28, 2022

ARRANGEMENT AGREEMENT

This Arrangement Agreement made as of April 28, 2022,

BETWEEN:

BAUSCH HEALTH COMPANIES INC., a corporation continued under the laws of the Province of British Columbia (the “BHC”)

- and -

BAUSCH + LOMB CORPORATION, a corporation incorporated under the laws of Canada (“B+L”)

- and -

1261229 B.C. Ltd., corporation incorporated under the laws of the Province of British Columbia (“Numberco”)

- and -

12279967 Canada Ltd., corporation incorporated under the laws of Canada (“TC”)

- and -

12283778 Canada Ltd., a corporation incorporated under the laws of Canada (“TC Sub”)

RECITALS:

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1

THE ARRANGEMENT

Each of the Parties agrees that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and on the terms set forth in the Plan of Arrangement.

Following the execution of this Agreement and the completion of the IPO, BHC and B+L will make and diligently pursue a joint application to the Court for the Interim Order, pursuant to the CBCA and the BCBCA, as applicable, which will provide, among other things:

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Subject to the terms of this Agreement and the receipt of the Interim Order:

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- 4 -

- 5 -

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If the Interim Order and the approval of the BHC Shareholders and the B+L Shareholders as set out in the Interim Order are obtained, at the BHC Meeting and the B+L Meeting, respectively, the Parties will, subject to the terms of this Agreement, thereafter take all commercially reasonable steps necessary or desirable to submit the Arrangement to the Court and jointly apply for the Final Order pursuant to Section 192 of the CBCA and Section 291 of the BCBCA, as applicable, as soon as reasonably practicable, but in any event within three Business Days after the BHC Arrangement Resolution and the B+L Arrangement Resolution are passed at the BHC Meeting and the B+L Meeting, respectively, as provided in the Interim Order.

Subject to the terms and conditions of this Agreement, BHC and B+L will cooperate with, assist and consent to the other seeking the Interim Order and the Final Order, including by providing to the other on a timely basis any information required to be supplied by such other Party in connection therewith. The Parties will each be provided with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and each Party will give reasonable consideration to all such comments received form the other Party. In the event that either BHC or B+L is notified or otherwise becomes aware that an objection to the Arrangement will or is anticipated to be raised at the Final Order hearing, the Parties will be consult each other on the strategy for responding to the objector and addressing the objection and each Party will be entitled to participate and cooperate in the preparation of submissions and court materials, as contemplated hereby. Each of BHC and B+L will also provide the other Party on a timely basis with copies of any notice of appearance, proceedings and evidence served on such Party, in respect of the joint application for the Interim Order or the Final Order or any appeal therefrom. Neither Party will file any material with the Court in connection with the Arrangement nor serve any such material, nor agree to modify or amend materials so filed or served, except as contemplated hereby. In particular, no material shall be served, filed with the Court, or modified or amended by B+L, without the prior written consent of BHC, acting reasonably.

- 7 -

The Parties agree that the Arrangement will be carried out with the intention that the BHC Class A Shares, the BHC Special Shares, the TC Shares, the Amalco 2 Shares and the Specified Exchanged Awards will be issued in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

Each of BHC, B+L, TC, Amalco or Amalco 2 and any depositary or other agent appointed in connection with the Arrangement, as applicable: (a) shall be entitled to deduct and withhold from the amounts or property payable or otherwise deliverable to any Person under the Plan of Arrangement, such amounts as it is directed to deduct and withhold or is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any Applicable Law and remit such deduction and withholding amount to the appropriate Governmental Authority and, to the extent that amounts are so properly deducted, withheld and remitted, such deducted, withheld and remitted amounts shall be

- 8 -

treated for all purposes of this Agreement and the Arrangement as having been paid to such Person in respect of which such deduction and withholding and remittance was made; and (b) is hereby authorized to take such reasonable actions as BHC, B+L, TC, Amalco or Amalco 2, as the case may be, determines are necessary or appropriate, including the netting or setting-off such amounts as may otherwise be owing to the applicable Person by BHC, B+L, TC, Amalco or Amalco 2, as the case may be, as may be necessary to provide sufficient funds to BHC, B+L, TC, Amalco or Amalco 2 or such depositary or other agent, as applicable, to enable it to implement such deduction or withholding, and BHC, B+L or such depositary or other agent, as applicable, will notify the holder thereof.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

BHC represents and warrants to each of the other Parties as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement:

- 9 -

- 10 -

B+L represents and warrants to each of the other Parties as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement:

- 11 -

- 12 -

The representations and warranties of each Party contained in this Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 3

COVENANTS

Subject to the terms of this Agreement, each Party severally covenants and agrees to use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Applicable Law to consummate the Arrangement on such date as they mutually agree in writing, each acting reasonably (for clarity, without derogating in any way from such Party’s obligations under any of the Separation Agreements), including:

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- 14 -

Following completion of the IPO, each Party shall: (i) not issue any news release or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated by this Agreement without the prior consent of BHC (in the case of any member of the B+L Group) or B+L (in the case of any member of the BHC Group, TC, TC Sub and/or Numberco), which consent shall not be unreasonably withheld, conditioned or delayed and (ii) use commercially reasonable efforts to give BHC or B+L, as the case may be, prior oral or written notice and a reasonable opportunity to review and comment on all such news releases and other disclosure; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with Applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not permitted by Applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent in all material respects with the most recent news releases and other disclosure made by the Parties.

- 15 -

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Subject to the terms of this Agreement, BHC covenants and agrees to (and will cause each of its subsidiaries, as applicable, to):

- 17 -

B+L covenants and agrees to (and will cause any subsidiaries to):

- 18 -

ARTICLE 4

CONDITIONS

Subject to the other terms of this Agreement, the respective obligations of BHC and B+L to complete the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual written consent of the BHC and B+L, each acting reasonably:

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Subject to the other terms of this Agreement, the obligation of BHC to complete the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the written consent of BHC in its sole and absolute discretion:

- 20 -

The obligation of B+L to complete the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the written consent of B+L, acting reasonably:

The conditions set out in Section 4.1 and Section 4.2 will be conclusively deemed to have been satisfied or waived, as applicable, on the filing by BHC of Articles of Arrangement under the CBCA to give effect to the Plan of Arrangement.

ARTICLE 5

INDEMNITIES

To the fullest extent permitted by Applicable Law, B+L shall, and shall the cause the other members of the B+L Group (collectively, the “BHC Indemnifying Parties”) to, indemnify, defend and hold harmless BHC, each member of the BHC Group and each of their respective past, present and future directors, officers, employees and agents, in each

- 21 -

case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “BHC Indemnitees”), from and against any and all Liabilities of the BHC Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

To the fullest extent permitted by Applicable Law, BHC shall, and shall the cause the other members of the BHC Group (collectively, the “B+L Indemnifying Parties”) to, indemnify, defend and hold harmless B+L, each member of the B+L Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “B+L Indemnitees”), from and against any and all Liabilities of the B+L Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

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- 23 -

- 24 -

- 25 -

If any right of indemnification contained in Section 5.1 or Section 5.2 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification in this Agreement, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group (being the B+L Group or the BHC Group, as the case may be) on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable consideration.

If any Indemnity Payment received by an Indemnitee would constitute income for tax purposes to such Indemnitee, the Indemnifying Party shall pay a Tax Gross-Up to the Indemnitee at the same time and on the same terms, as to interest and otherwise, as the Indemnity Payment. The amount of any Liability for which indemnification is provided shall be adjusted to take into account any tax benefit realized by the Indemnitee or any of its affiliates by reason of the Liability for which indemnification is so provided or the

- 26 -

circumstances giving rise to such Liability. For purposes of this section, any tax benefit shall be taken into account at such time as it is received by the Indemnitee or its affiliate. Notwithstanding the foregoing provisions of this section, if an Indemnity Payment would otherwise be included in the Indemnitee’s income, the Indemnitee covenants and agrees to make all such elections and take such actions as are available, acting reasonably, to minimize or eliminate Taxes with respect to the applicable Indemnity Payment.

ARTICLE 6

AMENDMENT AND TERMINATION

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Upon the termination of this Agreement pursuant to Section 6.2 hereof, no Party will have any liability or further obligation to the other Parties hereto or any other Person except as provided in Section 7.1.

The Parties hereto acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party or its Representatives and any such breach would cause the non-breaching Party irreparable harm. Accordingly, the Parties hereto agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, a non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

ARTICLE 7

GENERAL

The Parties agree that each Party will bear its own out-of-pocket expenses relating to the Arrangement and the transactions contemplated hereby, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, provided that BHC shall pay all third-party costs, fees and expenses relating to obtaining the Interim Order and the Final Order.

The Parties each acknowledge and agree that none of the representations, warranties, covenants given by or conditions precedent in favour of such Party contained in this Agreement are intended to derogate from or limit in any way the representations, warranties, covenants or conditions precedent given by or in favour of such Party contained in any of the Separation Agreements.

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and delivered personally or by courier or by email addressed to the recipient as follows:

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Bausch Health Companies Inc.

▇▇. ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇

▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention:     General Counsel

E-mail:         [*****]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

and with a further copy (which shall not constitute notice) to:

Osler, ▇▇▇▇▇▇ & Harcourt LLP

First Canadian Place

Suite 6200

Toronto, Ontario

M5X 1B8

Bausch + Lomb Corporation

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention:     General Counsel

E-mail:         [*****]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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and with a further copy (which shall not constitute notice) to:

Osler, ▇▇▇▇▇▇ & Harcourt LLP

First Canadian Place

Suite 6200

Toronto, Ontario

M5X 1B8

or other such address that a Party may, from time to time, advise the other Parties hereto by notice in writing given in accordance with the foregoing. Date of receipt of any such notice will be deemed to be the date of actual delivery thereof or, if given by email, on the day of transmittal thereof if given during the normal business hours of the recipient, with written confirmation of receipt by email or verbal confirmation of receipt and on the next Business Day, if not given during such hours.

In this Agreement:

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Schedule A – Defined Terms

    Appendix I – Plan of Arrangement

    Appendix II – BHC Arrangement Resolution

    Appendix III – B+L Arrangement Resolution

- 31 -

No Party may assign its rights or obligations under this Agreement or the Plan of Arrangement without the prior written consent of the other Parties, provided that no such consent will be required for any Party to assign its rights and obligations under this Agreement and the Plan of Arrangement to a corporate successor to such Party or to a purchaser of all or substantially all of the assets of such Party.

This Agreement enures to the benefit of and is binding upon the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

No waiver of any condition or other provisions, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

This Agreement, together with the agreements and other documents referred to in this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Each Party agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of British Columbia, waives any objection which it may have now or later to the venue of that action or proceeding, irrevocably submits to the non-exclusive jurisdiction of those courts in that action or proceeding and agrees to be bound by any judgment of those courts.

No Representative of a Party shall have any personal liability whatsoever on behalf of such Party (or any of its subsidiaries) to any other Party under this Agreement, the Arrangement or any other transactions entered into, or documents delivered, in connection with any of the foregoing. In no event will one Party be liable to any other Party for any special, consequential, indirect, collateral, incidental or punitive damages or lost profits or failure to realize expected savings or other commercial or economic loss of any kind, however caused and on any theory of liability, arising in any way out of this Agreement, whether or not such Person has been advised of the possibility of such damages.

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This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute the same instrument. Delivery of an executed signature page to this Agreement by any Party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such Party.

[Remainder of page intentionally left blank]

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IN WITNESS OF WHICH the Parties have executed this Agreement.

Arrangement Agreement Signature Page

SCHEDULE A

DEFINED TERMS

“Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil., legislative, administrative, regulatory prosecutorial or otherwise) by or before any federal, state, provincial, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Agreement” means this arrangement agreement, including the schedules attached hereto, as supplemented or amended from time to time.

“Amalco” means the corporation to be formed on the amalgamation of TC and Numberco, in accordance with the Plan of Arrangement.

“Amalco 2” means the corporation to be formed on the amalgamation of B+L and Amalco, in accordance with the Plan of Arrangement.

“Amalco 2 Shares” means the common shares in the capital of Amalco 2.

“Amalco Shares” means the common shares in the capital of Amalco.

“Applicable Law” means in respect of any person: (i) any applicable domestic or foreign law including any statute, subordinate legislation or treaty; and (ii) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority having the force of law.

“Arrangement” means an arrangement under each of Section 192 of the CBCA and Section 288 of the BCBCA, as applicable, in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments, variations or supplements to the Plan of Arrangement made in accordance with its terms, the terms of this Agreement or made at the direction of the Court with the consent of BHC and B+L, each acting reasonably.

“Articles” means the Articles of BHC.

“B+L” has the meaning given in the Preamble.

“B+L – Amalco 2 Option” has the meaning given in the Plan of Arrangement.

“B+L – Amalco 2 PSU” has the meaning given in the Plan of Arrangement.

“B+L – Amalco 2 RSU” has the meaning given in the Plan of Arrangement.

“B+L Arrangement Resolution” means the special resolution approving the Arrangement to be considered at the B+L Meeting, to be substantially in the form and content attached as Appendix “III” to this Agreement.

“B+L Board” means the board of directors of B+L as constituted from time to time.

“B+L Common Shares” means the common shares in the capital of B+L.

“B+L Dissent Rights” means the rights of registered B+L Shareholders to dissent in respect of the Arrangement pursuant to the Plan of Arrangement, in strict compliance with the provisions of the CBCA and the requirements of the Interim Order.

“B+L Group” means B+L and each Person that is a Subsidiary of B+L.

“B+L Meeting” means the special meeting of B+L Shareholders to be held on a date to be mutually determined by BHC and B+L, each acting reasonably, and any adjournment or postponement thereof, to be convened as provided in the Interim Order to, among other things, consider and, if deemed advisable, to approve the B+L Arrangement Resolution.

“B+L Option” has the meaning given in the Plan of Arrangement.

“B+L PSU” has the meaning given in the Plan of Arrangement.

“B+L RSU” has the meaning given in the Plan of Arrangement.

“B+L Shareholders” means the holders of the B+L Common Shares at the applicable time.

“BCBCA” means the Business Corporations Act (British Columbia), as amended, and the regulations thereunder, as now in effect and as such may be promulgated or amended.

“BHC” has the meaning given in the Preamble.

“BHC Arrangement Resolution” means the special resolution approving the Arrangement to be considered at the BHC Meeting, to be substantially in the form and content attached as Appendix “II” to this Agreement.

“BHC Board” means the board of directors of BHC as constituted from time to time.

“BHC Class A Shares” mean the Class A common shares in the capital of BHC created in accordance with the Plan of Arrangement.

“BHC Common Shares” mean the existing common shares without par value in the capital of BHC.

“BHC Dissent Rights” means the rights of registered BHC Shareholders to dissent in respect of the Arrangement pursuant to the Plan of Arrangement, in strict compliance with the provisions of the BCBCA and the requirements of the Interim Order.

“BHC Group” means BHC and each Person that is a Subsidiary of BHC (for clarity, other than B+L and any other member of the B+L Group).

“BHC Meeting” means the special meeting of BHC Shareholders to be held on a date to be mutually determined by BHC and B+L, each acting reasonably, and any adjournment or postponement thereof, to be convened as provided in the Interim Order to, among other things, consider and, if deemed advisable, to approve the BHC Arrangement Resolution.

- A- 2 -

“BHC Option” has the meaning given in the Plan of Arrangement.

“BHC PSU” has the meaning given in the Plan of Arrangement.

“BHC Replacement Option” has the meaning in the Plan of Arrangement.

“BHC Replacement PSU” has the meaning given in the Plan of Arrangement.

“BHC Replacement RSU” has the meaning given in the Plan of Arrangement.

“BHC RSU” has the meaning given in the Plan of Arrangement.

“BHC Shareholders” means the holders of BHC Common Shares at the applicable time.

“BHC Special Shares” means the special shares in the capital of BHC created in accordance with the Plan of Arrangement.

“Business Day” means a day, other than a Saturday, Sunday or statutory or civic holiday in Ontario, when banks are generally open for the transaction of business in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.

“CBCA” means the Canada Business Corporations Act, as amended, and the regulations thereunder, as now in effect and as such may be promulgated or amended.

“Court” means the British Columbia Supreme Court.

“CRA” means the Canada Revenue Agency, and any successor Governmental Authority thereto.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Draft Tax Ruling” means the draft advance income tax rulings and opinions being sought by BHC from the CRA confirming the Canadian federal income tax consequences of the Arrangement and related transactions, including that such transactions will be treated for purposes of the Tax Act as a tax-deferred “butterfly” reorganization pursuant to paragraph 55(3)(b) of the Tax Act, as the same may be amended, modified, supplemented or replaced from time to time in accordance with this Agreement.

“Effective Date” means the date the Arrangement is effective under the CBCA and the BCBCA.

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

“Final Order” means the Final Order of the Court (or separate orders, as the Court may determine) or, if appealed, the final order or orders affirmed by, an appellate court, approving the Arrangement, under Section 192 of the CBCA and Section 288 of the BCBCA, in a form acceptable to the Parties, each acting reasonably, as such may be amended or affirmed prior to the Effective Time by the Court or an appellate court, as the case may be, with the consent of the Parties, each acting reasonably.

- A- 3 -

“Final Tax Ruling” means the advance income tax rulings and opinions from the CRA confirming the Canadian federal income tax consequences of the Arrangement and related transactions, including that such transactions will be treated for purposes of the Tax Act as a tax-deferred “butterfly” reorganization pursuant to paragraph 55(3)(b) of the Tax Act, as the same may be amended, modified, supplemented or replaced from time to time in accordance with this Agreement.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign, multinational, supranational, territorial, or provincial, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Indemnifying Party” means a Party that is, actually or potentially, required to indemnify an Indemnitee pursuant to Article 5 and includes the BHC Indemnifying Parties and the B+L Indemnifying Parties, as the case may be.

“Indemnitee” means each Person, actually or potentially, entitled to indemnification pursuant to Article 5 and includes the BHC Indemnitees and the B+L Indemnitees, as the case may be.

“Indemnity Payment” means the amount of any Liability required to be paid by an Indemnifying Party pursuant to Article 5.

“Interim Order” means the interim order of the Court under the CBCA and the BCBCA, in respect of the Arrangement (or separate orders, as the Court may determine), as such may be varied or amended, as contemplated by Section 1.3 of this Agreement.

“Joint Information Circular” means the notice of the BHC Meeting and the notice of the B+L Meeting to be sent to BHC Shareholders and B+L Shareholders, respectively, and the accompanying joint management information circular of BHC and B+L, including all appendices and schedules thereto, and any information incorporated by reference therein, to be sent to the BHC Shareholders in connection with the BHC Meeting and to the B+L Shareholders in connection with the B+L Meeting, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Liability” means any and all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, attorneys’ fees, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Applicable Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

- A- 4 -

“Losses” means actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“material adverse effect” means, in respect of any corporation, any change, event or occurrence that has, or would have, a material and adverse effect upon the business, assets, liabilities, capitalization, financial condition or results of operation of that corporation and its subsidiaries considered as a whole.

“Meeting Materials” means the Joint Information Circular together with the notice of meeting and the forms of proxy in respect of the BHC Meeting or B+L Meeting, as the case may be, which accompany the Joint Information Circular in respect of such meeting.

“misrepresentation” means an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of circumstances in which it was made.

“Numberco” has the meaning given in the Preamble.

“Numberco – Amalco Options” has the meaning given in the Plan of Arrangement.

“Numberco - Amalco RSU” has the meaning given in the Plan of Arrangement.

“Numberco – Amalco 2 RSU” has the meaning given in the Plan of Arrangement.

“Numberco Options” has the meaning given in the Plan of Arrangement.

“Numberco RSUs” has the meaning given in the Plan of Arrangement.

“NYSE” means the New York Stock Exchange.

“Outside Date” means December 31, 2024 or such other date as mutually agreed upon in writing by BHC and B+L, each acting reasonably.

“Party” means a party to this Agreement.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Plan of Arrangement” means the plan of arrangement attached as Appendix “I”, as amended, varied or supplemented in accordance with the terms thereof, the terms of this Agreement or made at the discretion of the Court with the consent of the Parties, each acting reasonably.

“Pre-Arrangement Transactions” means the transactions and actions to be undertaken by BHC, B+L and their applicable Subsidiaries, as set forth in the Final Tax Ruling.

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“Prime Rate” means the floating rate of interest established from time to time by the Royal Bank of Canada (and reported to the Bank of Canada) as the reference rate of interest such bank will use to determine rates of interest payable by its borrowers on Canadian dollar commercial loans made by such bank to such borrowers in Canada and designated by such bank as its “prime rate”.

“Registrar” means the person appointed as the Registrar of Companies pursuant to the BCBCA.

“Representatives” means, collectively, the directors, officers, employees and agents of a Party at any time and their respective heirs, executors, administrators and other legal representatives.

“Resulting Entity Common Shares” means the Amalco 2 Shares.

“SEC” means the U.S. Securities and Exchange Commission.

“Separation Agreements” means, collectively, the Master Separation Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, Real Estate Matters Agreement, Transition Services Agreement and the Registration Rights Agreement, in each case between BHC and B+L and dated as of March 30, 2022.

“Specified Corporation” has the meaning assigned by subsection 55(1) of the Tax Act.

“Specified Exchanged Awards” means, collectively, Numberco Options, Numberco RSUs, Numberco – Amalco Options, Numberco – Amalco RSUs, Numberco – Amalco 2 Options, Numberco – Amalco 2 RSUs, B+L – Amalco 2 Options, B+L – Amalco 2 RSUs, B+L – Amalco 2 PSUs, BHC Replacement Options, BHC Replacement RSUs and BHC Replacement PSUs.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture, partnership or other entity of which such Person (a) beneficially owns, either directly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as amended from time to time.

“Tax Gross-Up” means, with respect to any particular Indemnity Payment, such additional amount as is necessary to place the Indemnitee in the same after-tax position as it would have been in had such Indemnity Payment been received tax free. The Tax Gross-Up amount will be calculated by using the applicable combined federal and provincial income tax rate and/or the foreign tax rate applicable to the Indemnitee and, except as provided in Section 5.4(a), without regard to any losses, credits, refunds or deductions that the Indemnitee may have that could affect the amount of tax payable on any such Indemnity Payment.

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“Tax Ruling” means, at the relevant time, the then-current Draft Tax Ruling or the Final Tax Ruling as the case may be.

“Taxes” includes all applicable present and future income taxes, capital taxes, stamp taxes, charges to tax, withholdings, sales and use taxes, value added taxes and goods and services taxes and all penalties, interest and other payments on or in respect thereof.

“TC” has the meaning given in the Preamble.

“TC Shares” has the meaning given in the Plan of Arrangement.

“TSX” means the Toronto Stock Exchange.

“U.S. Tax Opinion” means an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or such other law or accounting firm as determined by BHC, to be dated at or prior to the Effective Date, addressed to BHC and otherwise in a form acceptable to BHC, with respect to certain U.S. federal income tax consequences of the Arrangement.

“U.S. Tax Ruling” means a private letter ruling from the U.S. Internal Revenue Service with respect to the U.S. federal income tax consequences of certain aspects of the Arrangement and related transactions.

“Voting Agreement” means the agreement to be entered into between BHC, B+L and certain of their respective shareholders providing for, among other things, the agreement of such shareholders vote the BHC Common Shares and/or the B+L Common Shares, as the case may be, held by such shareholder in favour of the BHC Arrangement Resolution and/or B+L Arrangement Resolution, as the case may be.

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APPENDIX I

PLAN OF ARRANGEMENT

(See Attached)

APPENDIX I

TO THE ARRANGEMENT AGREEMENT

MADE AS OF APRIL 28, 2022

PLAN OF ARRANGEMENT

UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) AND

UNDER THE CANADA BUSINESS CORPORATIONS ACT

Article 1

INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

“Agency Agreement” means any agency agreement by and between Solta Medical Ireland Limited, a member of the Solta Group and a member of the B+L Group (in its capacity as an “Agent” thereunder), pursuant to which the member of the B+L Group will act as an agent on behalf of Solta to promote the sale of certain products of the Solta Business as specified therein.

“Agency Transfer Employee” means (i) any individual who is employed by an applicable “Agent” (as defined under the applicable Agency Agreement) in a “Local Solta Business” (as defined under the applicable Agency Agreement) pursuant to the terms of the applicable Agency Agreement, (ii) any New Agency Transfer Employee who is employed by an Agent in a Local Solta Business pursuant to the terms of the applicable Agency Agreement and (iii) any other individual who is employed by the applicable Agent with respect to whom the applicable member of the Solta Group and the applicable Agent mutually agree will transfer to the Solta Group in accordance with the terms of the applicable Agency Agreement;

“Amalco” means the corporation formed on the amalgamation of TC and Numberco;

“Amalco 2” means the corporation formed on the amalgamation of Amalco and B+L;

“Amalco Shares” means the common shares in the capital of Amalco;

“Amalco 2 Shares” means the common shares in the capital of Amalco 2;

“Applicable Law” means in respect of any person: (i) any applicable domestic or foreign law including any statute, subordinate legislation or treaty; and (ii) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority having the force of law;

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“Arrangement” means an arrangement under each of Section 192 of the CBCA and Section 288 of the BCBCA, as applicable, in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments, variations or supplements to this Plan of Arrangement made in accordance with its terms, the terms of the Arrangement Agreement or made at the direction of the Court with the consent of BHC and B+L, each acting reasonably;

“Arrangement Agreement” means the agreement made as of April 28, 2022 between BHC, B+L, Numberco, TC and TC Sub to which this Plan of Arrangement is attached as Appendix I, including the schedules thereto, as the same may be supplemented or amended from time to time;

“B+L” means Bausch + Lomb Corporation, a corporation incorporated under the laws of Canada;

“B+L – Amalco 2 Option” means an option to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a B+L Option contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(ii)of this Plan of Arrangement;

“B+L – Amalco 2 PSU” means a right to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a B+L PSU contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(iv) of this Plan of Arrangement;

“B+L – Amalco 2 RSU” means a right to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a B+L RSU contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(v) of this Plan of Arrangement;

“B+L Arrangement Resolution” means the special resolution approving the Arrangement to be considered at the B+L Meeting, to be substantially in the form and content attached as Appendix III to the Arrangement Agreement;

“B+L Articles” means the articles of incorporation of B+L dated August 19, 2020, as amended;

“B+L Assets” means the assets, properties, claims and rights (including goodwill) of B+L or any member of the B+L Group, wherever located (including in the possession of vendors or other third persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected on the books and records or financial statements of B+L or any member of the B+L Group, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement;

“B+L Board” means the board of directors of B+L, as constituted from time to time;

“B+L Business” means the business, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested, discontinued or paused) of BHC’s eye health business and of those consumer products included in the B+L Products, in each case, as conducted immediately prior to the B+L Separation

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Time by either BHC or B+L or any of the BHC Group or the B+L Group, including the business, operations and activities in respect of the research, development, manufacturing, production, logistics and commercialization of the B+L Products;

“B+L Concentration Ratio” means the quotient obtained by dividing the: (i) BHC Pre-Distribution Share Value; by (ii) B+L Post-Distribution Share Value;

“B+L Products” means the “SpinCo Products” as defined in the Master Separation Agreement dated as of March 30, 2022 by and between BHC and B+L;

“B+L Specified Director” means any non-employee director serving on the B+L Board as of and immediately following the Effective Time regardless of whether such non-employee director serves on the Solta Board (provided that such non-employee director does not also serve on the BHC Board as of and immediately following the Effective Time);

“B+L Employee” means each individual who: (i) as of the B+L Separation Time, is (A) actively employed primarily with respect to the B+L Assets or the B+L Business by any member of the BHC Group or the B+L Group (which, for the avoidance of doubt, includes any Post-Separation Transfer B+L Employees), (B) an inactive employee (including any employee on short-term disability leave, parental, military or other authorized leave of absence) primarily employed with respect to the B+L Assets or B+L Business by any member of the BHC Group or the B+L Group, (C) a Former B+L Employee; (ii) as of his or her date of commencement of employment with the applicable member of the B+L Group, is a New B+L Employee; or (iii) as of the applicable Delayed B+L Transfer Date, an Other B+L Transfer Employee who becomes a Delayed B+L Transfer Employee. For the avoidance of doubt: (x) an Other B+L Transfer Employee shall not constitute a B+L Employee unless and until the applicable Delayed B+L Transfer Date, if any; and (y) a Solta Employee shall not be considered a B+L Employee;

“B+L Equity Plan” means the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as may be amended and restated from time to time);

“B+L Group” means B+L and each Person that is a Subsidiary of B+L;

“B+L IPO” means the offer and sale of B+L Shares by Numberco pursuant to a registration statement on Form S-1 and a Canadian Prospectus;

“B+L Meeting” means the special meeting of BHC Shareholders to be held on a date to be mutually determined by BHC and B+L, each acting reasonably, and any adjournment or postponement thereof, to be convened as provided in the Interim Order to, among other things, consider and, if deemed advisable, to approve the B+L Arrangement Resolution;

“B+L Option” means, at any time, options to acquire B+L Shares granted pursuant to the B+L Equity Plan which are, at such time, outstanding and unexercised, whether or not vested;

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“B+L Participant” means any individual who is a B+L Employee, and any beneficiary, dependent, or alternate payee of such individual, as the context requires;

“B+L Post-Distribution Share Value” means the fair market value of an Amalco 2 Share immediately after the completion of the Arrangement, as determined by the BHC Board (or a committee of the BHC Board) in a manner intended to preserve the In-the-Money Amount of the applicable outstanding awards;

“B+L PSU” means, at any time, each award of restricted share units granted under the B+L Equity Plan subject to performance-based vesting conditions which are, at such time, outstanding;

“B+L RSU” means, at any time, restricted share units, including any deferred restricted share units, granted pursuant to the B+L Equity Plan which are, at such time, outstanding;

“B+L Separation Date” means the “Closing Date” as defined in the Underwriting Agreement to be entered into between BHC, Numberco, B+L and the managing underwriters in respect of the B+L IPO (on behalf of the several underwriters to be named in that agreement);

“B+L Separation Time” means 12:01 a.m. Eastern Time on the B+L Separation Date;

“B+L Shareholders” means the holders of B+L Shares;

“B+L Shares” means the common shares in the capital of B+L;

“Basket Ratio” means the quotient obtained by dividing: (a) the number of B+L Shares held by Numberco immediately before the Effective Time; by (b) the amount by which (i) the number of issued and outstanding BHC Common Shares immediately before the Effective Time, exceeds (ii) the number of BHC Common Shares held immediately before the Effective Time by Dissenting BHC Shareholders;

“BCBCA” means the Business Corporations Act (British Columbia) including all regulations made thereunder;

“BHC” means Bausch Health Companies Inc., a corporation governed by the BCBCA;

“BHC Arrangement Resolution” means the special resolution approving the Arrangement to be considered at the BHC Meeting, substantially in the form and content attached as Appendix II to the Arrangement Agreement;

“BHC Awards” means, collectively, the BHC Options, the BHC PSUs, the BHC RSUs and the BHC Deferred RSUs;

“BHC Basket Deferred RSU” means a BHC Deferred RSU that is held by a BHC Specified Director, a B+L Specified Director or a Dual Director.

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“BHC Basket PSU” means a BHC PSU that: (i) was granted before January 1, 2022; (ii) is not a New Hire Grant; (iii) is not the BHC New CEO Grant; and (iv) is held by (A) a BHC Participant (other than a Former BHC Employee or Solta Employee (including any Former Solta Employee or Agency Transfer Employee)) or (B) a B+L Participant (other than a Former B+L Employee);

“BHC Basket RSU” means a BHC RSU that: (i) in the case of a BHC RSU that is a BHC MRSU, was granted at any time, and in the case of a BHC RSU other than a BHC MRSU was granted before January 1, 2022; (ii) is not a New Hire Grant; (iii) is not the BHC New CEO Grant; and (iv) is held by (A) a BHC Participant (other than a Former BHC Employee or Solta Employee or (B) a B+L Participant other than a Former B+L Employee);

“BHC Board” means the board of directors of BHC, as constituted from time to time;

“BHC Class A Shares” means the Class A common shares in the capital of BHC that will be created pursuant to the amendment to BHC’s Articles pursuant to Section 3.1(c) of this Plan of Arrangement and which will be issued on the BHC Share Exchange;

“BHC Common Shares” means the common shares without par value in the capital of BHC;

“BHC Concentration Ratio” means the quotient obtained by dividing the: (i) BHC Pre-Distribution Share Value; by (ii) BHC Post-Distribution Share Value;

“BHC Deferred RSU” means, at any time, deferred restricted share units granted pursuant to the BHC Equity Plan, which are, at such time, outstanding;

“BHC Employee” means each individual who, as of the B+L Separation Time, is: (i) not a B+L Employee; and (ii) either (A) actively employed by any member of the BHC Group (including the Solta Group) or the B+L Group, (B) an inactive employee (including any employee on short- or long-term disability leave or other authorized leave of absence) of any member of the BHC Group (including the Solta Group) or the B+L Group, or (C) a Former BHC Employee. For the avoidance of doubt, a Solta Employee shall constitute a BHC Employee;

“BHC Equity Plan” means the Bausch Health Companies Inc. 2014 Omnibus Incentive Plan (as amended and restated), effective as of April 28, 2020 (and any predecessor plan thereto);

“BHC Group” means BHC and each Person that is a Subsidiary of BHC (other than B+L and any other member of the B+L Group);

“BHC Meeting” means the special meeting of BHC Shareholders, and any adjournment or postponement thereof, to be convened as provided in the Interim Order to, among other things, consider and, if deemed advisable, to approve the BHC Arrangement Resolution;

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“BHC MRSU” means BHC RSUs granted pursuant to the BHC Equity Plan in connection with the purchase of BHC Common Shares under either the Bausch Health Companies Matching Share Program or the Bausch Health Companies Inc. 2013 Stock Purchase Plan;

“BHC New CEO Grants” means each of the awards of BHC PSUs and BHC RSUs granted on September 1, 2021 to the individual who will serve as the chief executive officer of BHC effective as of the B+L Separation Date;

“BHC Option” means, at any time, options to acquire BHC Common Shares or BHC Class A Shares, granted pursuant to the BHC Equity Plan which are, at such time, outstanding and unexercised, whether or not vested;

“BHC Participant” means any individual who is a BHC Employee (including, for the avoidance of doubt, a Solta Employee) and any beneficiary, dependent, or alternate payee of such individual, as the context requires;

“BHC Post-Distribution Share Value” means the fair market value of a BHC Class A Share immediately after the completion of the Arrangement, as determined by the BHC Board (or a committee of the BHC Board) in a manner intended to preserve the In-the Money amount of the applicable outstanding awards;

“BHC Pre-Distribution Share Value” means the fair market value of a BHC Common Share immediately before the Effective Time, as determined by the BHC Board (or a committee of the BHC Board) in a manner intended to preserve the In-the-Money Amount of the applicable outstanding awards;

“BHC PSU” means, at any time, each award of restricted share units granted under the BHC Equity Plan subject to performance-based vesting conditions, which are, at such time, outstanding;

“BHC Remain Concentration Deferred RSU” means a BHC Deferred RSU that is held by a Solta Specified Director;

“BHC Remain Concentration Option” means a BHC Option that is held by: (i) a BHC Participant (including any Former BHC Employee); (ii) a Former B+L Employee; or (iii) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee);

“BHC Remain Concentration PSU” means a BHC PSU that: (i) is held by a BHC Participant and (A) was granted on or following January 1, 2022, (B) is a New Hire Grant or (C) is the BHC New CEO Grant; (ii) is held by (A) a Former BHC Employee, (B) a Former B+L Employee or (C) a Solta Employee (including any Former Solta Employee or Agency Transfer Employee), (in each case, regardless of when granted); or (iii) is held by a BHC Participant that is employed in a jurisdiction where the treatment set forth in Section 3.1(j) is not permitted;

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“BHC Remain Concentration RSU” means a BHC RSU that: (i) is held by a BHC Participant and (A) is a BHC RSU that was granted on or following January 1, 2022 (other than a BHC MRSU), (B) is a New Hire Grant or (C) is the BHC New CEO Grant; (ii) is held by (A) a Former BHC Employee, (B) a Former B+L Employee, (C) a Solta Employee (including any Former Solta Employee or Agency Transfer Employee), (D) a BHC Specified Director, (E) a Dual Director or (F) a Solta Specified Director (in each case, regardless of when granted); or (iii) is held by a BHC Participant that is employed in a jurisdiction where the treatment set forth in Section 3.1(g) is not permitted;

“BHC Replacement Deferred RSU” means a right to acquire BHC Class A Shares issued by BHC in exchange for a BHC Deferred RSU, as described in Sections 3.1(l) and 3.1(m) of this Plan of Arrangement;

“BHC Replacement Option” means an option to acquire BHC Class A Shares issued by BHC in exchange for a BHC Option, as described in Section 3.1(d) of this Plan of Arrangement;

“BHC Replacement PSU” means a right to acquire BHC Class A Shares issued by BHC in exchange for a BHC PSU, as described in Sections 3.1(i) and 3.1(j) of this Plan of Arrangement;

“BHC Replacement RSU” means a right to acquire BHC Class A Shares issued by BHC in exchange for a BHC RSU, as described in Sections 3.1(f) and 3.1(g) of this Plan of Arrangement

“BHC Repurchase Note” means a non-interest-bearing, demand promissory note having a principal amount and fair market value equal to the aggregate fair market value of the BHC Special Shares purchased for cancellation, as described in Section 3.1(q) of this Plan of Arrangement;

“BHC RSU” means, at any time, restricted share units (other than a BHC Deferred RSU or BHC PSUs) granted pursuant to the BHC Equity Plan, which are, at such time, outstanding;

“BHC Share Exchange” means the exchange of BHC Common Shares for BHC Class A Shares and BHC Special Shares pursuant to Section 3.1(n) of this Plan of Arrangement;

“BHC Shareholder” means a holder of one or more BHC Common Shares;

“BHC Special Shares” means the special shares in the capital of BHC that will be created pursuant to the amendment to BHC’s Articles pursuant to Section 3.1(c) of this Plan of Arrangement and which will be issued on the BHC Share Exchange;

“BHC Specified Director” means any non-employee director serving on the BHC Board as of and immediately following the Effective Time (provided that such non-employee director does not also serve on the B+L Board as of the Effective Time);

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“BHC Spin Concentration Option” means a BHC Option that is held by a B+L Participant other than a Former B+L Employee;

“BHC Spin Concentration PSU” means a BHC PSU that: (i) is held by a B+L Participant (other than a Former B+L Employee) and that (A) was granted on or following January 1, 2022 or (B) is a New Hire Grant or (ii) is held by a B+L Participant (other than a Former B+L Employee) that is employed in a jurisdiction where the treatment set forth in Section 3.1(i) is not permitted;

“BHC Spin Concentration RSU” means a BHC RSU that: (i) is held by a B+L Participant (other than a Former B+L Employee) and that (A) is a BHC RSU that was granted on or following January 1, 2022 (other than a BHC MRSU) or (B) is a New Hire Grant or (ii) is held by a B+L Participant (other than a Former B+L Employee) that is employed in a jurisdiction where the treatment set forth in Section 3.1(f) is not permitted;

“BHC Transfer” means the transfer of the Numberco Shares by BHC to TC Sub pursuant to Section 3.1(p) of this Plan of Arrangement;

“Business Day” means a day, other than a Saturday, Sunday or statutory or civic holiday in Ontario, when banks are generally open for the transaction of business in Toronto, Ontario;

“Butterfly Proportion” means the quotient obtained by dividing: (i) the Net Fair Market Value of the Numberco Shares to be transferred pursuant to the BHC Transfer, determined immediately before the BHC Transfer; by (ii) the Net Fair Market Value of all property owned by BHC immediately before the BHC Transfer, determined immediately before the BHC Transfer;

“Canadian Holder” means an individual that: (a) is a resident of Canada for purposes of the Tax Act; or (b) is not a resident of Canada for purposes of the Tax Act and who was granted BHC RSUs or BHC PSUs, as the case may be, in respect of, in the course of, or by virtue of duties of any office or employment performed in Canada;

“Canadian Prospectus” means, as applicable, the preliminary base PREP prospectus, the amended and restated base PREP prospectus, the final base PREP prospectus and the supplemented base PREP prospectus containing the information that has been omitted from the final base PREP prospectus in accordance with National Instrument 44-103 – Post Receipt Pricing, including any applicable amendments thereto, in the English and French languages;

“CBCA” means the Canada Business Corporations Act, as amended, and the regulations thereunder, as now in effect and as such may be promulgated or amended;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

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“Delayed B+L Transfer Date” means, with respect to any applicable Delayed B+L Transfer Employee, the applicable date he or she commences employment with a member of the B+L Group following the B+L Separation Date;

“Delayed B+L Transfer Employee” means any: (i) Post-Separation Transfer B+L Employee; (ii) Sponsored B+L Employee; and (iii) Other B+L Transfer Employee, in each case, who transfers employment to a member of the B+L Group following the B+L Separation Time. For the avoidance of doubt, a New B+L Employee shall not constitute a Delayed B+L Transfer Employee;

“Dissenting B+L Shareholder” means a registered B+L Shareholder as of the record date of the B+L Meeting who (i) has duly and validly exercised their B+L Dissent Rights in strict compliance with the dissent procedures set out in 190 of the CBCA, as modified by the Interim Order and this Plan of Arrangement and (ii) has not withdrawn or been deemed to have withdrawn such exercise of B+L Dissent Rights;

“Dissenting BHC Shareholder” means a registered BHC Shareholder as of the record date of the BHC Meeting who (i) has duly and validly exercised their BHC Dissent Rights in strict compliance with the dissent procedures set out in Section 237 through Section 247 of the BCBCA, as modified by the Interim Order and this Plan of Arrangement and (ii) has not withdrawn or been deemed to have withdrawn such exercise of BHC Dissent Rights;

“Dissenting B+L Shares” means the B+L Shares held by Dissenting B+L Shareholders in respect of which such Dissenting B+L Shareholders have validly given notice of dissent;

“Dissenting BHC Shares” means the BHC Common Shares held by Dissenting BHC Shareholders in respect of which such Dissenting BHC Shareholders have validly given notice of dissent;

“Dual Director” means any non-employee director who, as of and immediately following the Effective Time, serves on both the BHC Board and the B+L Board;

“Effective Date” means the date designated by BHC and B+L by notice in writing as the effective date of the Arrangement, after all of the conditions to the completion of the Arrangement as set out in the Arrangement Agreement and the Final Order have been satisfied or waived;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as BHC and B+L may agree upon in writing;

“Final Order” means the final order of the Court (or separate orders, as the Court may determine) or, if appealed, the final order or orders affirmed by, an appellate court, approving the Arrangement, under Section 192 of the CBCA and Section 288 of the BCBCA, in a form acceptable to the Parties, each acting reasonably, as such may be amended or affirmed prior to the Effective Time by the Court or an appellate court, as the case may be, with the consent of the Parties, each acting reasonably;

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“Former B+L Employee” means each individual who, as of immediately prior to the B+L Separation Time (or, solely for the purposes of Article 3 hereof, immediately prior to the Effective Time) is a former employee who was last actively employed primarily with respect to the B+L Assets or the B+L Business by any member of the BHC Group or the B+L Group;

“Former BHC Employee” means (i) each individual (other than a B+L Employee) who, as of immediately prior to the B+L Separation Time, (or, solely for purposes of Article 3 hereof, immediately prior to the Effective Time), is a former employee of any member of the BHC Group (including the Solta Group) or the B+L Group (and excluding, for the avoidance of doubt, any Former B+L Employee) and (ii) each individual who is, as of immediately prior to the B+L Separation Time (or, solely for purposes of Article 3 hereof, immediately prior to the Effective Time), on long-term disability regardless of whether such individual was last actively employed primarily with respect to the B+L Assets or the B+L Business. For the avoidance of doubt, (i) a Delayed B+L Transfer Employee shall not constitute a Former BHC Employee; and (ii) a Former Solta Employee shall constitute a Former BHC Employee;

“Former Solta Employee” means each individual (other than a B+L Employee) who, as of immediately prior to the B+L Separation Time, (or, solely for purposes of Article 3 hereof, immediately prior to the Effective Time), is a former employee of the BHC Group, the Solta Group or the B+L Group who was last actively employed primarily with respect to the Solta assets or the Solta Business (and excluding, for the avoidance of doubt, any Former B+L Employee);

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign, multinational, supranational, territorial, or provincial, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof;

“Interim Order” means the interim order of the Court under the CBCA and the BCBCA, in respect of the Arrangement (or separate orders, as the Court may determine), as such may be varied or amended, contemplated by Section 1.3 of the Arrangement Agreement;

“In-the-Money Amount” means, (i) in relation to a particular stock option the aggregate amount if any by which the fair market value of the shares that are the subject of the option, exceeds the exercise price of such option, and (ii) in relation to an RSU or PSU the fair market value of the shares that are the subject of the RSU or PSU, as the case may be, in each case as determined by the BHC Board (or a committee of the BHC Board);

“Liens” means any mortgage, hypothec, prior claim, lien, pledge, assignment for security, security interest, lease, option, right of third parties or other charge or encumbrance, including the lien or retained title of a conditional vendor, and any easement, servitude, right of way or other encumbrance on title to real or immovable property or personal or movable property;

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“Net Fair Market Value” means, in respect of any property, the net fair market value of that property determined on a consolidated basis in accordance with all administrative policies of the CRA in effect at the Effective Time and, in determining Net Fair Market Value, the following principles will apply:

“New Agency Transfer Employee” means any new employees hired by an Agent into a Local Solta Business during the Interim Period under, and as defined in, the applicable Agency Agreement. For the avoidance of doubt, New Agency Transfer Employees shall constitute Agency Transfer Employees.

“New B+L Employee” means any individual who is externally hired by a member of the B+L Group following the B+L Separation Time;

“New Hire Grant” means any “initial” or “sign-on” BHC Award granted to any BHC Employee or B+L Employee (other than any Former BHC Employee (including any Former Solta Employee) or Former B+L Employee, respectively) granted by BHC on or following September 1, 2021 in connection with such applicable BHC Employee’s or B+L Employee’s external new hire into an executive role with BHC or B+L, as applicable;

“Numberco” means 1261229 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia;

“Numberco – Amalco Deferred RSU” means a right to acquire Amalco Shares issued by Amalco in exchange for a Numberco Deferred RSU contemporaneously with the amalgamation of TC and Numberco, as described in Section 3.1(x)(vi) of this Plan of Arrangement;

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“Numberco – Amalco Option” means an option to acquire Amalco Shares issued by Amalco in exchange for a Numberco Option contemporaneously with the amalgamation of TC and Numberco, as described in Section 3.1(v)(i) of this Plan of Arrangement;

“Numberco – Amalco RSU” means a right to acquire Amalco Shares issued by Amalco in exchange for a Numberco RSU contemporaneously with the amalgamation of TC and Numberco, as described in Section 3.1(v)(ii) of this Plan of Arrangement;

“Numberco – ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇” means a right to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a Numberco – Amalco Deferred RSU contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(vi) of this Plan of Arrangement;

“Numberco – Amalco 2 Option” means an option to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a Numberco – Amalco Option contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(i) of this Plan of Arrangement;

“Numberco – Amalco 2 RSU” means a right to acquire Amalco 2 Shares issued by Amalco 2 in exchange for a Numberco – Amalco RSU contemporaneously with the amalgamation of Amalco and B+L, as described in Section 3.1(x)(v) of this Plan of Arrangement;

“Numberco Deferred RSU” means a right to acquire Numberco Shares issued by Numberco in exchange for a BHC Deferred RSU, as described in Section 3.1(l) of this Plan of Arrangement;

“Numberco Option” means an option to acquire Numberco Shares issued by Numberco in exchange for a BHC Option, as described in Section 3.1(e) of this Plan of Arrangement;

“Numberco RSU” means a right to acquire Numberco Shares issued by Numberco in exchange for a BHC RSU, as described in Section 3.1(f), 3.1(h), 3.1(i) and 3.1(k) of this Plan of Arrangement;

“Numberco Shares” means common shares in the capital of Numberco;

“Other B+L Transfer Employee” means any individual who, upon mutual agreement of BHC and B+L, transfers employment from the BHC Group to the B+L Group following the B+L Separation Time. For the avoidance of doubt, an Other B+L Transfer Employee does not include a Sponsored B+L Employee or a Post-Separation Transfer B+L Employee;

“Parties” means the parties to this Plan of Arrangement, being BHC, B+L, Numberco, TC and TC Sub;

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“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority;

“Plan of Arrangement” means this plan of arrangement, including any appendices hereto, as amended, varied or supplemented in accordance with the terms of this plan of arrangement, the terms of the Arrangement Agreement or made at the discretion of the Court with the consent of the Parties, each acting reasonably;

“Post-Separation Transfer B+L Employees” means, if any, any B+L Employee who, as of immediately following the B+L Separation Date, is employed by a member of the BHC Group. For the avoidance of doubt: (i) a Post-Separation Transfer B+L Employee is any B+L Employee employed by a member of the BHC Group (A) whose employment is not transferred to a member of the B+L Group on or prior to the B+L Separation Date, and (B) whose employment is intended to transfer from the BHC Group to a member of the B+L Group following the B+L Separation Date; and (ii) a Post-Separation Transfer B+L Employee does not include a Sponsored B+L Employee or an Other B+L Transfer Employee;

“PUC” means “paid-up capital” as defined in subsection 89(1) of the Tax Act;

“Solta” means Solta Medical Corporation, a corporation existing under the laws of the Province of British Columbia;

“Solta Board” means the board of directors of Solta, as constituted from time to time;

“Solta Business” means the business, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested, discontinued or paused) of the “global aesthetics medical device” business of the BHC Group (including the Solta Group) conducted immediately prior to the B+L Separation Time;

“Solta Employee” means each individual (other than a B+L Employee) who: (i) as of the B+L Separation Time, is (A) actively employed primarily with respect to the Solta Business by any member of the BHC Group, the B+L Group or the Solta Group, (B) an inactive employee (including any employee on short-term disability leave, parental, military or other authorized leave of absence) primarily employed with respect to the Solta Business by any member of the BHC Group, the B+L Group or the Solta Group or (C) a Former Solta Employee. For the avoidance of doubt, an Agency Transfer Employee shall constitute a Solta Employee;

“Solta Group” means Solta and each Person that is a Subsidiary of Solta;

“Specified Exchanged Awards” means, collectively, Numberco Options, Numberco RSUs, Numberco Deferred RSUs, Numberco – Amalco Options, Numberco – Amalco RSUs, Numberco – Amalco Deferred RSUs, Numberco – Amalco 2 Options, Numberco – Amalco 2 RSUs, Numberco – Amalco 2 Deferred RSUs, B+L – Amalco 2 Options, B+L – Amalco 2 RSUs, B+L – Amalco 2 PSUs, BHC Replacement Options, BHC Replacement RSUs, BHC Replacement Deferred RSUs and BHC Replacement PSUs.

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“Solta Specified Director” means any non-employee director serving on the Solta Board (provided that such non-employee director does not also serve on the B+L Board as of and immediately following the Effective Time);

“Sponsored B+L Employee” means any B+L Employee working on a visa or work permit sponsored by a member of the BHC Group as of immediately prior to the B+L Separation Time;

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture, partnership or other entity of which such Person: (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities, (B) the total combined equity interests or (C) the capital or profit interests, in the case of a partnership; or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body;

“Tax Act” means the Income Tax Act (Canada) including all regulations thereunder;

“TC” means 12279967 Canada Ltd., a corporation incorporated under the federal laws of Canada;

“TC Shares” means the common shares in the capital of TC;

“TC Sub” means 12283778 Canada Ltd., a corporation incorporated under the federal laws of Canada, and a wholly-owned subsidiary of TC;

“TC Sub Repurchase Note” means a non-interest-bearing, demand promissory note having a principal amount and fair market value equal to the aggregate fair market value of the TC Shares purchased for cancellation, as described in Section 3.1(r) of this Plan of Arrangement;

“TC Sub Shares” means common shares in the capital of TC Sub;

“Trading Day” means a day, other than a Saturday or Sunday, when the New York Stock Exchange is open for trading;

“Transfer Ratio” means the quotient obtained by dividing: (i) the number of B+L Shares held by Numberco immediately before the Effective Time; by (ii) the number of BHC Special Shares issued on the BHC Share Exchange;

“Transferred Multiple” means the quotient obtained by dividing: (i) the Butterfly Proportion; by (ii) one minus the Butterfly Proportion; and

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

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Capitalized words and terms used but not defined in this Plan of Arrangement have the meaning ascribed to such terms in the Arrangement Agreement. Words and terms used in this Plan of Arrangement and defined in the CBCA or BCBCA (as the context requires) and not otherwise defined in this Plan of Arrangement or in the Arrangement Agreement shall have the same meaning as in the CBCA or BCBCA (as the context requires), unless the context otherwise requires.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed in this Plan of Arrangement or in any letter of transmittal contemplated herein are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of the United States.

Article 2

EFFECT OF THE ARRANGEMENT

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

This Plan of Arrangement will become effective at the Effective Time and shall be binding upon B+L, BHC, Numberco, TC, TC Sub, Amalco, Amalco 2, the BHC Shareholders and the B+L Shareholders, and in accordance with the terms of the BHC Equity Plan or the B+L Equity Plan, as applicable, and the applicable award documents thereunder, B+L Options, B+L RSUs, B+L PSUs, BHC Options, BHC PSUs, and BHC RSUs.

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Article 3

ARRANGEMENT

Commencing at the Effective Time, each of the events and transactions set out below shall occur and be deemed to occur in the following sequence, in each case effective as at one-minute intervals starting at the Effective Time (except in each case where otherwise specifically stated in this Plan of Arrangement), without any further authorization, act or formality of or by BHC, B+L or any other Person:

Dissenting Shareholders

Reorganization of BHC Share Capital

BHC Remain Concentration Options

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Except as set out above, all other terms and conditions of such BHC Replacement Option, including the conditions to and manner of vesting and exercising, will be the same as the BHC Option so exchanged, and any award document evidencing the corresponding BHC Option shall thereafter evidence such BHC Replacement Option.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a BHC Replacement Option and that the exercise price and the number of BHC Class A Shares purchasable pursuant to the BHC Replacement Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a BHC Replacement Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged and determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on exercise of the BHC Replacement Option at and after the Effective Time, and/or the exercise price per BHC Class A Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time;

BHC Spin Concentration Options

Except as set out above, all other terms and conditions of such Numberco Option, including the conditions to and manner of vesting and exercising, will be deemed to be the same as the BHC Option so exchanged, and any award document evidencing a BHC Option shall thereafter evidence such Numberco Option.

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It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Option for a Numberco Option and that the exercise price and the number of Numberco Shares purchasable pursuant to the Numberco Options shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, including Treasury Regulation Section 1.409A-1(b)(5)(v)(D) thereunder. Therefore, in the event that the In-the-Money Amount in respect of a Numberco Option determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Option for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on exercise of the Numberco Option at and after the Effective Time, and/or the exercise price per Numberco Share, will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco Option determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Option determined immediately before the Effective Time;

BHC Basket RSUs

Except as set out above, all other terms and conditions of such BHC Replacement RSU and Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC RSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a BHC Replacement RSU and a Numberco RSU and that the number of BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement RSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the aggregate In-the-Money Amount in respect of the BHC Replacement RSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU and the number of Numberco Shares which may be

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acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement RSU and Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket RSU determined immediately before the Effective Time;

BHC Remain Concentration RSUs

Except as set out above, all other terms and conditions of such BHC Replacement RSU, including the conditions to and manner of vesting, will b the same as the BHC RSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a BHC Replacement RSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the BHC Replacement RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Remain Concentration RSU determined immediately before the Effective Time;

BHC Spin Concentration RSUs

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Except as set out above, all other terms and conditions of such Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC RSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC RSU for a Numberco RSU and that the number of Numberco Shares issuable pursuant to the Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Spin Concentration RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on settlement of the Numberco RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Spin Concentration RSU determined immediately before the Effective Time;

BHC Basket PSUs

Except as set out above, all other terms and conditions of such BHC Replacement PSU and Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged (except the Numberco RSUs shall not be subject to any performance-based vesting conditions following the Effective Time).

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and a Numberco RSU and that the number of BHC Class A Shares and Numberco Shares

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issuable pursuant to the BHC Replacement PSUs and Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the aggregate In-the-Money Amount in respect of the BHC Replacement PSU and Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket PSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement PSU and the number of Numberco Shares which may be acquired on settlement of the Numberco RSU will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement PSU and Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket PSU determined immediately before the Effective Time;

BHC Remain Concentration PSUs

Except as set out above, all other terms and conditions of such BHC Replacement PSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a BHC Replacement PSU and that the number of BHC Class A Shares issuable pursuant to the BHC Replacement PSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder in the event that the In-the-Money Amount in respect of the BHC Replacement PSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration PSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement PSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement PSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Remain Concentration PSU determined immediately before the Effective Time;

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BHC Spin Concentration PSUs

Except as set out above, all other terms and conditions of such Numberco RSU, including the conditions to and manner of vesting, will be the same as the BHC PSU so exchanged (except the Numberco RSUs shall not be subject to any performance-based vesting conditions following the Effective Time).

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC PSU for a Numberco RSU and that the number of Numberco Shares issuable pursuant to the Numberco RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Spin Concentration PSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder in the event that the In-the-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Spin Concentration PSU for which it is exchanged determined immediately before the Effective Time, the number of Numberco Shares which may be acquired on settlement of the Numberco RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the Numberco RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Spin Concentration PSU determined immediately before the Effective Time;

BHC Basket Deferred RSUs

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Except as set out above, all other terms and conditions of such BHC Replacement Deferred RSU and Numberco Deferred RSU, including the conditions to and manner of vesting, will be the same as the BHC Deferred RSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Deferred RSU for a BHC Replacement Deferred RSU and a Numberco Deferred RSU and that the number of BHC Class A Shares and Numberco Shares issuable pursuant to the BHC Replacement Deferred RSUs and Numberco Deferred RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Basket Deferred RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the aggregate In-the-Money Amount in respect of the BHC Replacement Deferred RSU and Numberco Deferred RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Basket Deferred RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement Deferred RSU and the number of Numberco Shares which may be acquired on settlement of the Numberco Deferred RSU will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate In-The-Money Amount in respect of the corresponding BHC Replacement Deferred RSU and Numberco Deferred RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Basket Deferred RSU determined immediately before the Effective Time;

BHC Remain Concentration Deferred RSUs

Except as set out above, all other terms and conditions of such BHC Replacement Deferred RSU, including the conditions to and manner of vesting, will be the same as the BHC Deferred RSU so exchanged.

It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a BHC Deferred RSU for a BHC Replacement Deferred RSU and that the number of BHC Class A Shares issuable pursuant to the BHC

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Replacement Deferred RSUs shall be determined in a manner consistent with the requirements of Section 409A of the U.S. Tax Code, as applicable. Therefore, with respect to a BHC Remain Concentration Deferred RSU that is subject to the provisions of subsection 7(1) of the Tax Act and that is exchanged by a Canadian Holder, in the event that the In-the-Money Amount in respect of a BHC Replacement Deferred RSU determined immediately after the completion of the Arrangement exceeds the In-The-Money Amount in respect of the corresponding BHC Remain Concentration Deferred RSU for which it is exchanged determined immediately before the Effective Time, the number of BHC Class A Shares which may be acquired on settlement of the BHC Replacement Deferred RSU at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the In-The-Money Amount in respect of the corresponding BHC Replacement Deferred RSU determined immediately after the completion of the Arrangement does not exceed the In-The-Money Amount in respect of the corresponding BHC Remain Concentration Deferred RSU determined immediately before the Effective Time;

BHC Share Exchange

In connection with this exchange: (i) no election under section 85 of the Tax Act will be filed; (ii) the aggregate amount added to the stated capital of the BHC Special Shares will be equal to the Butterfly Proportion of the PUC of the BHC Common Shares (excluding BHC Common Shares held by Dissenting BHC Shareholders) immediately prior to the Effective Time; (iii) the aggregate amount added to the stated capital of the BHC Class A Shares will be equal to the result when (1 - Butterfly Proportion) is multiplied by the PUC of the BHC Common Shares (excluding BHC Common Shares held by Dissenting BHC Shareholders) immediately prior to the Effective Time; and (iv) the BHC Common Shares so exchanged will be cancelled;

TC Share Exchange

In connection with this exchange: (i) no election under section 85 of the Tax Act will be filed; and (ii) the aggregate amount added to the stated capital of the TC Shares will be equal to the aggregate PUC of the transferred BHC Special Shares;

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Transfer of Numberco Shares

BHC Purchase for Cancellation

TC Sub Purchase for Cancellation

TC Sub Dissolution

Set-Off

Amalgamation of TC and Numberco

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Amalgamation of Amalco and B+L

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Reduction of BHC Capital

Amendment to BHC Articles

Continuance

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For clarity, each of the events and transactions set out in Sections 3.1(c) through 3.1(t) (inclusive) and Sections 3.1(v) and 3.1(x) shall be deemed to occur without any further documentation or evidence of such step or transaction having occurred and otherwise without any further authorization, act or formality of or by BHC, B+L or any other Person.

For U.S. federal income tax purposes, the Parties hereto intend and agree that (a) the steps described in Sections 3.1(a)-3.1(s), taken together, shall be treated as an integrated series of steps constituting a distribution by BHC of stock of a corporation (constituting “control” of such corporation, within the meaning of Section 368(c) of the US Tax Code) that, together with the other members of its “separate affiliated group” (within the meaning of Section 355(b)(3) of the US Tax Code), conducts the B+L Business, to which Section 355(a) of the US Tax Code applies, (b) the steps described in Sections 3.1(t)-3.1(x) (the “Amalgamations”), separately or taken together, shall be treated as one or more reorganizations within the meaning of Section 368 of the US Tax Code, and (c) this Plan of Agreement and the Arrangement Agreement, together with the documents effecting the Amalgamations, are intended to be, and are hereby adopted as, a “plan of reorganization” with respect to the Amalgamations within the meaning of Treasury Regulations Section 1.368-2(g). For purposes of the adjustments made to equity incentive awards contemplated by this Plan of Arrangement, the Arrangement (and all transactions contemplated thereby) are, collectively, intended to qualify as a “corporate transaction” within the meaning of Treasury Regulation Section 1.424-1(a)(3), and all adjustments made to equity incentive awards contemplated by this Plan of Arrangement are being made pursuant such “corporate transaction” and in a manner intended to comply with the requirements of Section 409A of the U.S. Tax Code, including all applicable Treasury Regulations thereunder.

Article 4

DISSENT RIGHTS

Pursuant to the Interim Order, each registered holder of BHC Common Shares may exercise rights of dissent (“BHC Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 237 through Section 247 of the BCBCA, as modified by this Article 4 as the same may be modified by the Interim Order in respect of the Arrangement, provided that the written notice of dissent to the BHC Arrangement Resolution contemplated by Section 242(1)(a) of the BCBCA must be sent to and received by the BHC at least two days before the BHC Meeting. Registered holders of BHC Common Shares who duly exercise such rights of dissent and who:

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but in no case will BHC or any other person be required to recognize such holders as holders of BHC Common Shares after the completion of the steps set forth in Section 3.1(a), and each Dissenting BHC Shareholder will cease to be entitled to the rights of a holder of BHC Common Shares in respect of the BHC Common Shares in relation to which such Dissenting BHC Shareholder has exercised BHC Dissent Rights and the central securities register of the BHC will be amended to reflect that such former holder is no longer the holder of such BHC Common Shares as and from the completion of the steps in Section 3.1(a) of the Plan of Arrangement.

Pursuant to the Interim Order, each registered holder of B+L Shares may exercise rights of dissent (“B+L Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in 190 of the CBCA, as modified by this Article 4 as the same may be modified by the Interim Order in respect of the Arrangement, provided that notwithstanding section 190(5) of the CBCA, written objection to the B+L Arrangement Resolution must be sent to and received by the B+L at least two days before the B+L Meeting. Registered holders of B+L Shares who duly exercise such rights of dissent and who:

but in no case will B+L or any other person be required to recognize such holders as holders of B+L Shares after the completion of the steps set forth in Section 3.1(b), and each Dissenting B+L Shareholder will cease to be entitled to the rights of a holder of B+L Shares in respect of the B+L Shares in relation to which such Dissenting B+L Shareholder has exercised B+L Dissent Rights and the central securities register of the B+L will be amended to reflect that such former holder is no longer the holder of such B+L Shares as and from the completion of the steps in Section 3.1(b) of the Plan of Arrangement.

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No holder of BHC Common Shares or B+L Common Shares, as the case may be, will be entitled to exercise BHC Dissent Rights or B+L Dissent Rights, as the case may be, with respect to such BHC Common Shares or B+L Common Shares if such shareholder votes (or instructs or is deemed, by submission of any incomplete or incorrectly completed proxy, to have instructed his, her or its proxyholder to vote) in favour of the BHC Arrangement Resolution or the B+L Arrangement Resolutions, as the case may be.

Article 5

SHARES

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All BHC Class A Shares, BHC Special Shares, TC Shares, TC Sub Shares, Numberco Shares, Amalco Shares and Amalco 2 Shares issued pursuant to this Plan of Arrangement will be deemed to be or have been validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA or BCBCA, as the case may be.

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In no event shall any holder of BHC Common Shares be entitled to a fractional BHC Special Share, TC Share or Amalco 2 Share. Where the aggregate number of BHC Special Shares, TC Shares or Amalco 2 Shares, as the case may be, to be issued to a Person as consideration under or as a result of this Arrangement would result in a fraction of a share being issuable, the number of BHC Special Shares, TC Shares or Amalco 2 Shares, as the case may be, to be received by such securityholder shall be rounded down to the nearest whole share and no Person will be entitled to any compensation in respect of a fractional BHC Special Share, TC Share or Amalco 2 Share, as the case may be.

Each of BHC, B+L, TC, Amalco or Amalco 2 and any depositary or other agent appointed in connection with the Arrangement, as applicable: (a) shall be entitled to deduct and withhold from the amounts or property payable or otherwise deliverable to any Person under the Plan of Arrangement, such amounts as it is directed to deduct and withhold or is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any Applicable Law and remit such deduction and withholding amount to the appropriate Governmental Authority and, to the extent that amounts are so properly deducted, withheld and remitted, such deducted, withheld and remitted amounts shall be treated for all purposes of this Agreement and the Arrangement as having been paid to such Person in respect of which such deduction and withholding and remittance was made; and (b) is hereby authorized to take such reasonable actions as BHC, B+L, TC, Amalco or Amalco 2, as the case may be, determines are necessary or appropriate, including the netting or setting-off such amounts as may otherwise be owing to the applicable Person by BHC, B+L, TC, Amalco or Amalco 2, as the case may be, as may be necessary to provide sufficient funds to BHC, B+L, TC, Amalco or Amalco 2 or such depositary or other agent, as applicable, to enable it to implement such deduction or withholding, and BHC, B+L or such depositary or other agent, as applicable, will notify the holder thereof.

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All exchanges and transfers of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens, claims and encumbrances, except for claims of the transferring or exchanging securityholder to be paid the consideration payable to such securityholder pursuant to the terms of this Plan of Arrangement.

Article 6

AMENDMENT AND TERMINATION

At any time and from time to time whether before or after the BHC Meeting and/or the B+L Meeting, the Interim Order or the Final Order, but not later than the Effective Time, BHC may, in its sole and absolute discretion, without the consent or approval of any of the other Parties, the BHC Shareholders or the B+L Shareholders, unilaterally amend, modify or supplement this Plan of Arrangement, provided in each case that BHC has determined, acting reasonably that such amendment(s) are not materially adverse to B+L or the B+L Shareholders from a financial perspective, and provided further that each such amendment, modification or supplement is contained in a written document which is filed with the Court and, if made following the Final Order, is approved by the Court and communicated to any persons to the extent and in the manner required by the Court.

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To the extent such amendments(s) are made following the B+L IPO, BHC shall provide B+L with a reasonable opportunity to comment on such proposed amendment(s) and shall give reasonable consideration to any comments received from B+L in respect of such amendment(s).

This Plan of Arrangement may be terminated or withdrawn at any time prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Article 7

OTHER PROVISIONS

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of BHC, Numberco, TC, TC Sub, B+L, Amalco and Amalco 2 will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

From and after the Effective Time: (a) this Plan of Arrangement shall apply to any and all BHC Common Shares, BHC Options, BHC RSUs, BHC Deferred RSUs, BHC PSUs, B+L Shares, B+L Options, B+L RSUs and B+L PSUs issued prior to the Effective Time, (b) the rights and obligations of the registered BHC Shareholders and registered B+L Shareholders and holders of BHC Options, BHC RSUs, BHC Deferred RSUs, BHC PSUs, B+L Options, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇ ▇ and any transfer agent, depositary or other agents acting on behalf of BHC or Amalco 2, in respect of the transactions provided for in this Plan of Arrangement shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any BHC Common Shares, BHC Options, BHC RSUs, BHC Deferred RSUs, BHC PSUs, B+L Shares, B+L Options, B+L RSUs and/or B+L PSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

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SCHEDULE A

BHC SHARE CAPITAL (SECTION 3.1(C) OF THE PLAN OF ARRANGEMENT)

COMMON SHARES

The Common Shares (the “Common Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:

Dividends

Subject to any preference as to the payment of dividends provided to any shares ranking in priority to the Common Shares, the holders of the Common Shares shall, except as otherwise hereinafter provided, be entitled to participate equally with each other as to dividends and Bausch Health Companies Inc. (“BHC”) shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in amounts per share and at the same time on all such Common Shares at the time outstanding as the board of directors may from time to time determine.

Liquidation or Dissolution

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, all of the property and assets of the Company which remain after payment to the holders of any shares ranking in priority to the Common Shares in respect of payment upon liquidation, dissolution or winding-up of all amounts attributed and properly payable to such holders of such other shares in the event of such liquidation, dissolution, winding-up or distribution, shall be paid or distributed equally, share for share, to the holders of the Common Shares without preference or distinction.

Voting Rights

The holders of the Common Shares shall be entitled to receive notice of and attend (in person or by proxy) and be heard at all general meetings of the shareholders of the Company (other than separate meetings of the holders of shares of any other class of shares of the Company or any series of shares of such other class of shares) and to vote at all such general meetings with each holder of Common Shares being entitled to one vote per Common Share held at all such meetings.

CLASS A COMMON SHARES

The Class A Common Shares (the “Class A Common Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:

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Dividends

Subject to any preference as to the payment of dividends provided to any shares ranking in priority to the Class A Common Shares, the holders of the Class A Common Shares shall, except as otherwise hereinafter provided, be entitled to participate equally with each other as to dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in amounts per share and at the same time on all such Class A Common Shares at the time outstanding as the board of directors may from time to time determine.

Liquidation or Dissolution

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Company, all of the property and assets of the Company which remain after payment to the holders of any shares ranking in priority to the Class A Common Shares in respect of payment upon liquidation, dissolution or winding-up of all amounts attributed and properly payable to such holders of such other shares in the event of such liquidation, dissolution, winding-up or distribution, shall be paid or distributed equally, share for share, to the holders of the Class A Common Shares without preference or distinction.

Voting Rights

The holders of the Class A Common Shares shall be entitled to receive notice of and attend (in person or by proxy) and be heard at all general meetings of the shareholders of the Company (other than separate meetings of the holders of shares of any other class of shares of the Company or any series of shares of such other class of shares) and to vote at all such general meetings with each holder of Class A Common Shares being entitled to one vote per Class A Common Share held at all such meetings.

SPECIAL SHARES

The Special Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

Dividends

Subject to any preference as to the payment of dividends provided to any shares ranking in priority to the Special Shares, the holders of the Special Shares shall, except as otherwise hereinafter provided, be entitled to participate equally with each other as to dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in amounts per share and at the same time on all such Special Shares at the time outstanding without preference or priority as the board of directors may from time to time determine.

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Liquidation or Dissolution

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Company, all of the property and assets of the Company which remain after payment to the holders of any shares ranking in priority to the Special Shares in respect of payment upon liquidation, dissolution or winding-up of all amounts attributed and properly payable to such holders of such other shares in the event of such liquidation, dissolution, winding-up or distribution, shall be paid or distributed equally, share for share, to the holders of the Special Shares without preference or distinction.

Voting Rights

The holders of the Special Shares shall not be entitled, as such (except as hereinafter provided or as otherwise specifically provided by applicable law), to receive notice of or to attend any meeting of the shareholders of the Company and shall not be entitled to vote at any such meeting. Nothing herein contained shall be deemed to restrict the right of the Company from time to time to increase or decrease the number or minimum or maximum number of its directors in accordance with applicable law.

Conversion Right

A holder of the Special Shares shall be entitled to convert on a share-for-share basis the whole or any part of the Special Shares registered in the name of the holder on the books of the Company into Class A Common Shares.

A holder of Special Shares to be converted shall tender to the Company or transfer agent or registrar at its registered office a request in writing specifying that the holder desires to have the whole or any part of the Special Shares registered in the name of such holder converted into Class A Common Shares, together with the certificate or certificates, if any, representing the Special Shares which the registered holder desires to have converted. If a part only of the Special Shares represented by any certificates is to be converted, a new certificate for the balance shall be issued by the Company or transfer agent or registrar.

In the event that the Special Shares or the Class A Common Shares are at any time subdivided, consolidated or changed into a greater or lesser number of shares of the same or another class, an appropriate adjustment shall be made in the rights and conditions attached to the Special Shares so as to maintain the relative rights of the holders of such Special Shares.

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SCHEDULE B

BHC SHARE PROVISIONS (SECTION 3.1(Z) OF THE PLAN OF ARRANGEMENT)

CLASS A COMMON SHARES

The Class A Common Shares (the “Class A Common Shares”) shall have attached thereto the following rights, privileges, restrictions and conditions:

Dividends

Subject to any preference as to the payment of dividends provided to any shares ranking in priority to the Class A Common Shares, the holders of the Class A Common Shares shall, except as otherwise hereinafter provided, be entitled to participate equally with each other as to dividends and the Company shall pay dividends thereon, as and when declared by the board of directors of the Company out of moneys properly applicable to the payment of dividends, in amounts per share and at the same time on all such Class A Common Shares at the time outstanding as the board of directors may from time to time determine.

Liquidation or Dissolution

In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Company, all of the property and assets of the Company which remain after payment to the holders of any shares ranking in priority to the Class A Common Shares in respect of payment upon liquidation, dissolution or winding-up of all amounts attributed and properly payable to such holders of such other shares in the event of such liquidation, dissolution, winding-up or distribution, shall be paid or distributed equally, share for share, to the holders of the Class A Common Shares without preference or distinction.

Voting Rights

The holders of the Class A Common Shares shall be entitled to receive notice of and attend (in person or by proxy) and be heard at all general meetings of the shareholders of the Company (other than separate meetings of the holders of shares of any other class of shares of the Company or any series of shares of such other class of shares) and to vote at all such general meetings with each holder of Class A Common Shares being entitled to one vote per Class A Common Share held at all such meetings.

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SCHEDULE C

B+L ARTICLES UNDER THE BCBCA (SECTION 3.1(AA) OF THE PLAN OF ARRANGEMENT)

(see attached)

Incorporation Number: ●

ARTICLES

OF

BAUSCH + LOMB CORPORATION

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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Incorporation Number ●

ARTICLES

BAUSCH + LOMB CORPORATION

(the “Company”)

The Company has as its articles the following articles.

PART 1

INTERPRETATION

In these Articles, unless the context otherwise requires:

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2

SHARES AND SHARE CERTIFICATES

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

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Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

If the Company is satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, it must, on production to it of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as it thinks fit:

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

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If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3

ISSUE OF SHARES

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may accept subscriptions for, issue, allot, sell or distribute, in whole or in part, the unissued shares of the Company, and issued shares held by the Company, grant options thereon or otherwise dispose thereof at the times, to the persons, including directors, in the manner, upon the terms and conditions and for the lawful consideration in compliance with these Articles and the Business Corporations Act which is determined by the directors. For clarity, the issue price for a share with par value must be equal to or greater than the par value of the share.

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

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Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

PART 4

SHARE REGISTERS

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register, which may be kept in electronic form. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

The Company must not at any time close its central securities register.

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PART 5

SHARE TRANSFERS

The Company must register a transfer of a share of the Company if either:

The Company may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(c)(2).

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to

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the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

PART 6

TRANSMISSION OF SHARES

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

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PART 7

ACQUISITION OF COMPANY’S SHARES

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

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PART 8

BORROWING POWERS

The Company, if authorized by the directors, may:

PART 9

ALTERATIONS

Subject to Articles 9.2 and 9.3 and the Business Corporations Act, the Company may:

and, if applicable, alter its Notice of Articles and, if applicable, its Articles, accordingly.

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Subject to the Business Corporations Act, the Company may by ordinary resolution:

and alter its Articles and Notice of Articles accordingly.

A right or special right attached to issued shares must not be prejudiced or interfered with under the Business Corporations Act, the Notice of Articles or these Articles unless the holder of shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of the holders of such class or series of shares.

The Company may by directors’ resolution or ordinary resolution authorize an alteration to its Notice of Articles in order to change its name.

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

PART 10

MEETINGS OF SHAREHOLDERS

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general

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meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

The directors may, at any time, call a meeting of shareholders, to be held at such time and at such place, either in or outside British Columbia, as may be determined by the directors.

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least 21 days before the meeting.

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than 21 days.

If no record date is set, the record date is 5 p.m. (Eastern time) on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. (Eastern time) on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a

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meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least 21 days before the meeting.

The directors may determine that a meeting of shareholders shall be held entirely by means of telephonic, electronic or other communication facilities that permit all participants to communicate adequately during the meeting. A meeting of shareholders may also be held at which some, but not necessarily all, persons entitled to attend may participate by means of such communications facilities, if the directors determine to make them available. A person participating in a meeting by such means is deemed to be present at the meeting.

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 10.11 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

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For the avoidance of doubt, this Article 10.11 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company. Nothing contained in this Section 10.11 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy circular pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

In order for a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating Shareholder’s notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company:

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The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting.

Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholder’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nominees.

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To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary must comply with all the provisions of this Article 10.11 and disclose or include, as applicable: